EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

Exhibit 99.1

MERGE HEALTHCARE
LOGO

News Release
FOR IMMEDIATE RELEASE

Investor Contact:
Steven M. Oreskovich
Chief Financial Officer
414.977.4000

ir@mergehealthcare.com

MERGE HEALTHCARE ANNOUNCES SECOND QUARTER

2008 FINANCIAL RESULTS

Milwaukee, WI, August 11, 2008 - Merge Healthcare Incorporated (NASDAQ: MRGE; TSX: MRG), today announced financial results for the second quarter ended June 30, 2008. In addition, the Company announced that it has filed its quarterly report on Form 10-Q with the Securities and Exchange Commission.

Second Quarter Results:

For the second quarter ended June 30, 2008, net sales totaled $13.3 million, compared to $14.0 million in the second quarter ended June 30, 2007 and $13.7 million in the first quarter ended March 31, 2008.

Operating loss for the second quarter ended June 30, 2008 was $18.3 million, compared to an operating loss of $10.7 million in the second quarter ended June 30, 2007 and $8.4 million in the first quarter March 31, 2008. Contributing to the operating loss for the second quarter of 2008 were charges of:

    $7.5 million related to our restructuring initiative announced in June 2008 consisting of $4.6 million in severance and related employee termination costs, $2.0 million of share-based compensation expense associated with the accelerated vesting of stock options and restricted stock for certain former officers and $0.8 million of contract exit costs;  

    $1.1 million tradename impairment associated with renaming our Cedara Software business unit;  

    $1.7 million related to the disposal of our French subsidiary; and  

    $3.0 million related to the settlement of the shareholder lawsuit against the Company.  

Contributing to the operating loss for the second quarter of 2007 was a restructuring charge of $0.2 million in connection with the rightsizing initiative announced in November of 2006. Contributing to the operating loss for the first quarter of 2008 was a restructuring charge of $1.4 million, primarily severance costs, incurred in connection with a rightsizing initiative announced February of 2008, partially offset by a $1.1 million reimbursement from our primary insurance carrier for legal fees incurred with the shareholder lawsuit.

Our net loss for the second quarter of 2008 was $18.2 million, or $0.45 per basic and diluted share, compared to a net loss of $10.7 million, or $0.32 per basic and diluted share, in the second quarter of 2007 and a net loss of $7.8 million, or $0.23 per basic and diluted share, in the first quarter of 2008.

During the second quarter of 2008, the cash balance increased by approximately $12.2 million from $8.5 million at March 31, 2008 to approximately $20.7 million at June 30, 2008. The increased cash balance is primarily attributable to a private placement transaction completed on June 4, 2008 from which the Company received net proceeds of $16.6 million.

Six Month Results:

For the six months ended June 30, 2008, our net sales totaled $27.1 million, compared to $29.9 million for the six months ended June 30, 2007. The operating loss for the six months ended June 30, 2008 was $26.7 million compared to an operating loss of $20.9 million for the six months ended June 30, 2007. Net loss for the six months ended June 30, 2008 totaled $26.0 million, or $0.70 per basic and diluted share, compared to $20.5 million, or $0.60 per basic and diluted share, for the six months ended June 30, 2007.

Bookings:

Bookings and contract information, for the second quarter ended June 30, 2008, the second quarter ended June 30, 2007 and the first quarter ended March 31, 2008 are as follows:

                         
    Q2 2008   Q2 2007   Q1 2008
Bookings
  $10 million   $10 million   $9 million
# of Contracts with new customers
    9       10       9  
# of Contracts in excess of $1 million
    3       1       1  

Bookings are defined by the Company as the value of all contracts signed or orders received during a period that were not previously included in contracted bookings or that exceeded the original amount of the contract. Bookings specifically exclude all value attributed to maintenance contracts other than the first year of customer support in a contract that includes the purchase of software.

Financial Results, Business Operations and Strategy Conference Call:

A conference call has been scheduled for Tuesday, August 12, 2008 at 8:30 a.m. (Eastern Daylight Time) to review second quarter 2008 results and to provide an update of the Company’s business operations and strategy.

Investors will have the opportunity to listen to the conference call via telephone or over the Internet. To listen to the call, investors should go to the web site at least fifteen minutes early to register, download, and install any necessary audio software. For those who cannot listen to the broadcast, a replay via the Internet or phone will also be available shortly after the call. Detailed call and web cast information is listed below.

To access the call, dial 1.800.221.2015 or 706.634.2159. Please reference the updated Conference ID Number: 59928196. The call may also be accessed via web cast at http://audioevent.mshow.com/346279/. For additional details, along with replay information, please visit our website at: http://www.merge.com/CORP/investorrelations/confcalllist.asp.

# # #

GAAP versus Non- GAAP Presentation

Merge Healthcare provides in this press release adjusted operating income (loss) as additional information regarding the Company’s operating results. This measure is not in accordance with, or an alternative for, GAAP and may be different from non-GAAP operating income (loss) used by other companies. The Company believes that this presentation of adjusted operating income (loss) provides useful information to investors regarding additional financial and business trends relating to the Company’s financial condition and results of operations. This release should be read in conjunction with our Quarterly Report on Form 10-Q for the period ended June 30, 2008.

The non-GAAP adjusted operating income (loss) excludes the impact of tradename impairment, restructuring and other expenses, share-based compensation expense under SFAS 123(R), depreciation, amortization and related impairment expense and legal and accounting costs associated with prior restatements, various lawsuits and the pursuit of alternate strategic options. Results prepared in accordance with U.S. GAAP are reconciled with non-GAAP results excluding the impact of these adjustments. A full reconciliation of our GAAP operating income (loss) to non-GAAP adjusted operating income (loss) is included in the supplemental attachment to this release.

# # #

Merge Healthcare is a developer of medical imaging and clinical software applications and developmental tools that are on the forefront of medicine. We develop medical imaging software solutions that support end-to-end business and clinical workflow for radiology department and specialty practices, imaging centers and hospitals. Our software technologies accelerate market delivery for our OEM customers, while our end-user solutions improve our customers’ productivity and enhance the quality of the patient experience. For additional information, visit our website at www.mergehealthcare.com.

Cautionary Notice Regarding Forward-Looking Statements

This announcement may include forward-looking statements within the meaning and subject to the protections of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this announcement, the words “will,” “anticipates,” “expects” and similar expressions of the future are intended to assist you in identifying such forward-looking statements. Any number of factors could cause the actual results to differ from the results contemplated by such forward-looking statements, including, but not limited to: unexpected difficulties or costs associated with the restructuring initiatives; unanticipated issues associated with realizing the projected cost savings from the restructuring initiatives; ability to pay interest and repay the principal for our indebtedness; costs and risks associated with executing business plans and effecting strategic options; risks and effects of the past restatements of financial statements of the Company and other actions that may be taken or required as a result of such restatements; the Company’s ability to generate sufficient cash from operations to meet future operating, financing and capital requirements; the Company’s ability to timely file reports with the Securities and Exchange Commission; risks associated with the Company’s ability to meet the requirements of The NASDAQ Stock Market for continued listing, including possible delisting; market acceptance of the Company’s delivery model and continuing product demand; and other risk factors detailed in the Company’s filings with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements, since the statements speak only as of the date that they are made. We do not have, or undertake any obligation to, publicly update, revise or correct any of the forward-looking statements after the date of this announcement, or after the respective dates on which such statements otherwise are made, whether as a result of new information, future events or otherwise. This announcement should be read in conjunction with the risk factors, financial information and other information contained in the filings that the Company makes and previously has made with the Securities and Exchange Commission.

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MERGE HEALTHCARE INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)    
    June 30,   December 31,
    2008   2007
    (Unaudited)        
Current assets:
               
Cash
  $ 20,715     $ 14,000  
Accounts receivable, net
    10,681       11,810  
Inventory
    1,090       1,754  
Prepaid expenses
    2,939       1,970  
Deferred income taxes
    777       260  
Other current assets
    496       771  
 
               
Total current assets
    36,698       30,565  
Property and equipment, net
    3,172       4,631  
Purchased and developed software, net
    7,500       8,932  
Customer relationships, net
    2,773       3,291  
Trade names
          1,060  
Deferred tax assets
    4,280       4,585  
Investments
    7,676       8,156  
Other
    1,277       415  
 
               
Total assets
  $ 63,376     $ 61,635  
 
               
Current liabilities:
               
Accounts payable
  $ 7,163     $ 7,114  
Accrued wages
    2,709       2,621  
Restructuring accrual
    5,849       131  
Deferred revenue
    16,635       16,901  
Other accrued liabilities
    2,824       2,920  
 
               
Total current liabilities
    35,180       29,687  
Note payable
    13,980        
Deferred income taxes
    85       257  
Deferred revenue
    1,888       1,787  
Income taxes payable
    5,342       5,338  
Other
    391       161  
 
               
Total liabilities
    56,866       37,230  
Total shareholders’ equity
    6,510       24,405  
 
               
Total liabilities and shareholders’ equity
  $ 63,376     $ 61,635  
 
               

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MERGE HEALTHCARE INCORPORATED AND SUBSIDIARIES    
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS    
(in thousands, except per share data)    
(Unaudited)            
    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2008   2007   2008   2007
Net sales
                               
Software and other
  $ 6,280     $ 6,693     $ 12,335     $ 14,863  
Services and maintenance
    7,035       7,343       14,723       15,047  
Total net sales
    13,315       14,036       27,058       29,910  
Cost of sales
                               
Software and other
    1,329       1,445       2,528       3,442  
Services and maintenance
    3,168       3,450       6,943       6,970  
Amortization and impairment
    716       1,633       1,432       2,695  
Total cost of sales
    5,213       6,528       10,903       13,107  
 
                               
Gross margin
    8,102       7,508       16,155       16,803  
Operating costs and expenses:
                               
Sales and marketing
    2,311       4,654       5,673       9,387  
Product research and development
    3,485       5,412       8,220       10,795  
General and administrative
    8,452       6,900       14,610       14,439  
Trade name impairment, restructuring and other expenses
    10,705       209       12,067       1,006  
Depreciation, amortization and impairment
    1,458       1,034       2,300       2,036  
Total operating costs and expenses
    26,411       18,209       42,870       37,663  
 
                               
Operating loss
    (18,309 )     (10,701 )     (26,715 )     (20,860 )
Other income (expense)
    (272 )     (28 )     302       424  
 
                               
Loss before income taxes
    (18,581 )     (10,729 )     (26,413 )     (20,436 )
Income tax expense (benefit)
    (384 )     11       (384 )     25  
 
                               
Net loss
  $ (18,197 )   $ (10,740 )   $ (26,029 )   $ (20,461 )
 
                               
Net loss per share — basic and diluted
  $ (0.45 )   $ (0.32 )   $ (0.70 )   $ (0.60 )
 
                               
Weighted average number of common
                               
shares outstanding — basic and diluted
    40,251,186       33,914,974       37,088,684       33,900,410  
 
                               
                 
MERGE HEALTHCARE INCORPORATED AND SUBSIDIARIES        
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS        
(in thousands)        
(Unaudited)        
    Six Months Ended
    June 30,
    2008   2007
Cash flows from operating activities:
               
Net loss
  $ (26,029 )   $ (20,461 )
Adjustments to reconcile net loss to
               
net cash provided by (used in) operating activities:
               
Depreciation, amortization and impairment
    3,732       4,731  
Share-based compensation
    3,534       2,556  
Loss on disposal of subsidiary
    1,713        
Amortization of note payable issuance costs & discount
    74        
Trade name impairment
    1,060        
Provision for doubtful accounts receivable and sales returns, net of recoveries
    22       383  
Deferred income taxes
    (384 )     (197 )
Change in assets and liabilities, net of effects of dispositions:
               
Accounts receivable
    1,020       (937 )
Inventory
    664       (425 )
Prepaid expenses
    (1,439 )     (392 )
Accounts payable
    (9 )     (488 )
Accrued wages
    88       223  
Restructuring accrual
    5,718       (1,315 )
Deferred revenue
    (164 )     1,123  
Other accrued liabilities
    134       (358 )
Other
    (100 )     863  
 
               
Net cash used in operating activities
    (10,366 )     (14,694 )
Cash flows from investing activities:
               
Purchases of property, equipment and leasehold improvements
    (482 )     (1,038 )
Capitalized software development
          (726 )
 
               
Net cash used in investing activities
    (482 )     (1,764 )
Cash flows from financing activities:
               
Proceeds from issuance of term note, net of non-cash discount of $510
    14,490        
Proceeds from issuance of Common Stock
    5,479        
Note and stock issuance costs paid
    (2,386 )      
Proceeds from exercise of stock options and employee stock purchase plan
    30       215  
 
               
Net cash provided by financing activities
    17,613       215  
Effect of exchange rate changes on cash
    (50 )     6  
 
               
Net increase (decrease) in cash
    6,715       (16,237 )
Cash and cash equivalents, beginning of period
    14,000       45,945  
 
               
Cash and cash equivalents, end of period
  $ 20,715     $ 29,708  
 
               

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MERGE HEALTHCARE INCORPORATED AND SUBSIDIARIES        
RECONCILIATION OF US GAAP RESULTS TO NON-GAAP RESULTS        
(in thousands)    
(Unaudited)    
    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2008   2007   2008   2007
Operating Loss
  $ (18,309 )   $ (10,701 )   $ (26,715 )   $ (20,860 )
Non-GAAP Adjustments:
                               
Share-based compensation expense
    236       1,362       1,564       2,544  
Depreciation, amortization and impairment
    2,174       2,667       3,732       4,731  
Trade name impairment, restructuring and other expenses
    10,705       209       12,067       1,006  
Legal, professional and accounting fees associated with restatement and related litigation and the pursuit of alternate strategic options (1)
                               
 
    4,559       869       4,875       2,226  
 
                               
Adjusted Operating Loss
  $ (635 )   $ (5,594 )   $ (4,477 )   $ (10,353 )
 
                               

(1) Net of $1,050 reimbursement from our primary insurance carrier in the first quarter of 2008.

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